Terms And Conditions Of Contract - North America

SMITHERS INFORMATION LIMITED - NORTH AMERICA

1. General

(1) All contracts for the supply of goods and/or other services by Smithers Information to any person, firm or company (the “Client”) shall be subject to these terms and conditions which shall apply to the exclusion of any terms and conditions of the Client whether in the order (for the goods/services) or in any negotiation. By placing an order with Smithers Information, Client expressly accepts Smithers Information’s terms and conditions and payment terms.

(2) No variation or amendment of these terms and conditions shall be made unless expressly agreed in writing by a duly authorised representative of Smithers Information.

(3) Where Smithers Information is asked by a Client to undertake research or make an investigation the results whereof are intended by the Client to be used as evidence in any arbitration or litigation full disclosure of all the relevant circumstances must be made to Smithers Information prior to contract.

(4) By requesting a credit account with Smithers Information, the Client hereby grants authority to Smithers Information to carry out regular credit checks with third party agencies. Credit will only be granted if and for so long as the Client meets the criteria set out in the Smithers Information Credit Policy.

2. Prices

(1) All prices are quoted and payable in USD exclusive of tax which is to be paid by the Client where applicable unless specifically agreed otherwise.

(2) Different prices may be quoted to members and non-members. If the Client’s membership lapses for any reason then the price payable will be that applicable to a non-member without any apportionment in respect of the period of membership.

(3) With respect to research, testing or consultancy, Smithers Information reserves the right in its absolute discretion to increase the price if the Client requests Smithers Information to vary, modify or amend the Project or if the Client delays in any process of review of the Project or in the event of any rise in the cost of materials, labour, services, interest rates or statutory changes between the date of commencement of the Project and the date of completion.

3. Payment

(1) Payment (including any applicable tax and without set off or other deduction) shall be made to Smithers Information 30 days after the date of the invoice to the Client. Payments shall be made in the USD unless otherwise agreed. The time of payment of the price shall be of the essence of these terms and conditions. Conference invoices are payable upon receipt and before date of the event - whichever is sooner.

(2) The Client shall pay interest to Smithers Information on overdue accounts or so much thereof as shall be overdue at the rate of 3% pa over Smithers Information’s bank’s base rate from time to time in force until the date of payment (whether before or after judgement) without limiting any other rights of Smithers Information.

(3) Delay or failure to pay the invoice may result in the debt being passed to a third party collection agency, the costs of which shall be recovered from the Client in addition to the invoice value.

4. Quotations for research, testing or consultancy projects

(1) Smithers Information shall sell and the Client shall purchase the goods/services in accordance with Smithers Information’s written quotation and subject to these terms and conditions.

(2) Unless previously withdrawn, a quotation of Smithers Information is open for a period of 30 days after the date of the quotation. No quotation shall constitute an offer or tender but shall be deemed to be an invitation to treat.

(3) A contract shall be created only when Smithers Information through a duly authorised representative has accepted in writing, fax or e-mail an offer from the Client to purchase goods and/or to receive services (the “Project”) such acceptance shall thereupon create a contract to be governed by these terms and conditions.

(4) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Smithers Information to the Client shall be subject to correction without any liability on the part of Smithers Information.

5. Performance of research and consultancy Projects

(1) Any time given for performance of the Project is intended as an estimate only. Any request by the Client to vary, modify or amend the Project or any delay in any process of review of the Project with the Client may involve alteration of the estimated time for performance by Smithers Information of the Project.

(2) Smithers Information shall not be liable in any circumstances for any damages or loss of any kind whatsoever arising directly or indirectly out of delay or failure to deliver or complete the Project.

6. Conference terms and conditions

(1) The conference fee includes entry to the conference sessions, documentation, and appropriate refreshments. Fees do not include delegates travel and accommodation. All credit card orders are processed in USD at the time the transaction is processed.

(2) Credit card payment or letter of credit as determined by Smithers Information is required for bookings for conferences to be accepted. Payment must be received in full 10 days prior to the conference. Smithers Information reserves the right to refuse conference entry if payment has not been received.

(3) Cancellations will be accepted and fees refunded (less the 20% handling charge) only if made in writing and received 10 working days before the event starts. Bookings cannot be cancelled nor fees refunded after that time in case of non-attendance for any reason and any amounts invoiced but not yet paid will become due. Substitutions may be made at any time. Please notify the operations manager for the event. If an invoice has been issued but funds have not yet been received, the cancellation policy still applies.

(4) Sponsor and Exhibitor cancellations are permitted 6 months or more prior to the event minus a 20% handling charge. No refunds can be made for any sponsor or exhibitor cancelling for any reason after this time, and full payment is still due and is non-refundable.

(5) Smithers Information does not accept liability for any loss of or damage to the personal effects of delegates attending the conference,

(6) Smithers Information reserves the right to cancel, defer or alter the proceedings without prior notice.

(7) Delegate requiring visas should request a visa invitation letter from Smithers Information at the time of registering for the event, ensuring that sufficient time is left for applications to be completed. Delegates are responsible for contacting the relevant embassy directly.

(8) Smithers Information reserves the right to make reference to delegate companies and use delegate company lists and logos in promotional material.

7. Publications and Reports

(1) Smithers Information will send an acknowledgement of order as soon as it is received into the Smithers Information order system [and at this point the contract will come into existence.

(2) Items which are in stock will endeavour to ship in 3 working days. Publications not available will be ordered and sent as soon as they become available. Please note that during holiday periods, delivery times can be affected. Goods are usually received within 3 working days in the US and 7-10 working days in Europe and ROW.

(3) Receipt of PDF version of market reports shall be deemed completion of the sale in all cases irrespective of whether a hard copy is also to be provided.

(4) Post and packing charges as on the website are – N.America $15 per order up to a maximum of 10 books, S. America - $15 per book, ROW - $30 per book.

8. Membership

Smithers Information reserves the right to make reference to member companies and use member company lists in promotional material.

8.1 Member Access - Membership provides access to content for your company and its salaried employees and representatives. Content such as proceedings, books and other information cannot be distributed, sold or traded to any other third parties including consultants, suppliers, customers and partners.

Membership only applies to the purchasing company and any more than 50% owned subsidiaries. In the event of mergers and acquisitions membership will continue providing the majority owning company is a member.

If you leave a member company, you are no longer eligible to access to the member area. Membership is not transferable across companies.

8.2 The Package - Conference places are limited to three people per conference. They only apply to conferences specifically listed in your membership area. All additional conference places, speaking opportunities, places at other conferences, sponsorship and exhibition must be paid for separately.

Smithers Information reserves the right to make changes and amendments to the package. This includes changes to conference dates, publication schedule and product titles. Any such changes will be communicated to members through their account manager.

8.3 Cancellation and duration - Please note, there is no automatic member renewal. Each member will be contacted by their account manager one month prior to renewal to discuss their package for the following year. Payment for membership must be received in full prior to activation of member area. Once payment is received it is not possible to cancel your membership for the year and no refunds are available.

Pira membership runs from January through to December regardless of purchase date. Membership purchases after July 1st will run to June 30th subsequent year

No discounts, refunds or reductions are available for any elements of the package you do not use during the duration of your membership.

8.4 Other Purchases - Any product included in your member package can be redeemed with a full discount against the value of your membership providing you become a member within one month of the date the product was purchased.

Members receive discounts of 10% off the full price on all Smithers information products and services such as sponsorship, conference places, additional publications, market reports and single client consultancy.

Members are not eligible to discounts or prioritisation on any Pira testing services such as distribution testing, analytical testing or physical testing.

9. Exclusion of Liability on research and consultancy projects

(1) The Client should carry out product, quality, health and safety tests and satisfy itself of the results of such tests before putting any product on the market based on any results produced by Smithers Information as a result of a project.

(2) Smithers Information shall not be under any liability to the Client whether in contract, tort or otherwise for any defect in, failure of or unsuitability of any goods supplied or advice given or results produced pursuant to the Project or for any consequential loss (including loss of profit, use or goodwill or similar financial loss), damage, claim or any other liability (howsoever caused) arising out of or in the course of or in connection with the Project, whether or not due to the negligence of Smithers Information or its servants or agents. All conditions, warranties or other terms whether express or implied, statutory or otherwise, inconsistent with this clause are expressly excluded provided that where Section 2 of the Unfair Contract Terms Act 1977 applies nothing herein contained shall exclude or restrict any liability of Smithers Information for death or personal injury resulting from the negligence of Smithers Information or its servants or agents.

(3) Smithers Information shall not be liable to the Client or be deemed to be in breach of the terms and conditions by reason of any delay in performing, or any failure to perform, any of Smithers Information’s obligations in relation to the goods or performance of a project, by reason of any supervening event beyond its control (including but not limited to war, national emergency, flood, earthquakes, strike or lock out, power failure or break down in machinery.

(4) The Client shall indemnify and keep Smithers Information indemnified from and against any and all loss damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by Smithers Information resulting from: (a) a breach of the contract by the Client including any act neglect or default of the Client’s employees or agents; and (b) any claim made against Smithers Information by any third party arising out of or in the course of or in connection with the Project, whether in negligence or otherwise.

10. Risk on research and consultancy projects

Where Smithers Information supplies any goods to the Client (whether or not the ultimate intention is that the goods be returned to Smithers Information) the risk in such goods will pass on delivery to the Client.

11. Title on research and consultancy projects

(1) Notwithstanding delivery and passing of risk in any goods supplied by Smithers Information to the Client, Smithers Information shall remain the owner of the goods until the Client has paid in full all sums due to Smithers Information.

12. Confidentiality on research and consultancy projects

The results from contracted client work shall be treated as confidential to that client by Smithers Information staff and any subcontractors involved. All Smithers Information staff are expected to restrict access to confidential information received from the client to the minimum required. Reports and related documentation will be securely stored for 6 years from completion of the work and then destroyed. A formal confidentiality agreement may be required as appropriate.

13. Inventions on research and consultancy projects

(1)Unless otherwise agreed in writing prior to contract any discovery or invention or design (the “Invention”) made, discovered or produced by Smithers Information in the course of or arising out of the Project shall belong to Smithers Information.

(2) From time to time, Smithers Information may request that the rights in any Invention be assigned to Smithers Information and the Client agrees to enter into such an assignment in the form provided to it by Smithers Information, without cost to Smithers Information.

14. Copyright on research and consultancy projects

Unless otherwise agreed in writing, copyright (other than a design right in respect of an original design) in any plans, drawings, specification, test methods or other documents prepared by Smithers Information in connection with or in the course of the Project shall belong to Smithers Information. A design right as referred to in the Copyright Designs and Patents Act 1988 shall be dealt with in accordance with Clause 13.

15. Client’s Property on research and consultancy projects

Although all reasonable precautions are taken, any information or equipment supplied by or belonging to the Client will only be held at the risk of the Client, no liability being accepted by Smithers Information for loss, damage, destruction or disclosure thereof.

16. Suspension

In the event of the performance of any obligation accepted by Smithers Information being prevented, delayed or in any way interfered with by either: (a) rules, regulations, requisitions or orders of the Government or Local Authority, war, riot, civil disturbance, strike, industrial action short of a strike, lock out, accident, fire or by any other cause beyond its control; or (b) shortage of labour or materials or non-delivery by Smithers Information’s suppliers or damage to or destruction of the whole or part of any goods to be supplied, Smithers Information may at its option suspend performance or cancel its obligations under the contract without liability for any damage or loss of any kind whatsoever resulting there from such suspension or cancellation being without prejudice to Smithers Information’s right to recover all sums owing to it in respect of goods delivered at the date thereof.

17. Employees on research and consultancy projects

During the continuation of the Project and for a period of 6 months after the completion thereof neither party shall without the prior written consent of the other directly or indirectly employ or engage any employee of the other or any person who has been an employee of the other during the period of 6 months prior to such employment or engagement and who has been concerned with or involved with the Project.

18. Termination for Breach on research and consultancy projects

The following obligations are conditions of the contract and any breach of them shall be deemed a fundamental breach which shall entitle Smithers Information to determine the contract immediately and the rights and liabilities of the parties shall thereafter be determined in accordance with Clause 17 below: (a) default in payment by the Client of any sum within 14 days of the due date; (b) where it appears that any research or investigatory work undertaken by Smithers Information is to be used by the Client for the purpose of arbitration or litigation and full disclosure has not been made prior to contract; (c) failure on the part of the Client to comply with the terms of any notice specifying a breach of the contract and requiring the breach to be remedied so far as it may be but nothing in this Clause is intended to require Smithers Information to serve notice of any breach before taking action in respect of it; or (d) if any distress or execution shall be levied upon any of the Client’s assets or if the Client shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against the Client or if any resolution or petition to wind up the Client shall be passed or presented (otherwise than for the purpose of a bona fide reconstruction or amalgamation) or if a receiver, administrator or manager be appointed over any part of the Client’s undertaking or assets or the Client can not pay its debts.

19. Termination Consequences on research and consultancy projects

In the event of the contract being determined whether by performance of the Project breach or otherwise: (a) the Client shall immediately pay to Smithers Information all sums due under the contract and all further sums which would but for the determination of the contract have fallen due upon performance of the Project; and (b) either party shall be entitled to exercise any of the rights and remedies given to it under the contract and the determination of the contract shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under the contract notwithstanding that the other may have exercised any of the rights and remedies against it.

20 Anti-Bribery

The Client shall:

(1) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

(2) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

(3) comply with any Anti-Bribery Policy as Smithers Information may provide to it from time to time (“Relevant Policy”);

(4) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policy and clause 20.1(ii) and will enforce them where appropriate;

(5) promptly report to Smithers Information any request or demand for any undue financial or other advantage of any kind received by the Client in connection with the performance of this Agreement;

(6) immediately notify Smithers Information in writing if a foreign public official becomes an officer or employee of the Client or acquires a direct or indirect interest in the Client, and the Client warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement;

(7) the Client shall provide such supporting evidence of compliance as Smithers/Pira may reasonably request.

The Client shall ensure that any person associated with it who is performing services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Client in this clause 20 (“Relevant Terms”). The Client shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Smithers/Pira for any breach by such persons of any of the Relevant Terms.

For the purpose of this clause 20, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 20, a person associated with the Client includes but is not limited to any Sub-Contractor.

21. General

(1) The contract shall be governed and construed in accordance with the laws of Ohio and the Client agrees to submit to the exclusive jurisdiction of the Ohio courts.

(2) A notice required or permitted to be given by either party to the other under this contract shall be in writing addressed to the other party at its registered office, principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

(3) No waiver by Smithers Information of any breach of the contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.